15 Pennsylvania Consolidated Statutes Chapter 15 - Corporate Powers, Duties And Safeguards

• Chapter Notes

Subchapter A.  General Provisions

• Section 1501 - Corporate Capacity
  Except as provided in section 103 (relating to subordination of title to regulatory laws), a business corporation shall have the legal capacity of natural...
• Section 1502 - General Powers
  (a) General rule.--Subject to the limitations and restrictions imposed by statute or contained in its articles, every business corporation shall have power: (1) To...
• Section 1503 - Defense Of Ultra Vires
  (a) General rule.--A limitation upon the business, purposes or powers of a business corporation, expressed or implied in its articles or bylaws or implied...
• Section 1504 - Adoption, Amendment And Contents Of Bylaws
  (a) General rule.--Except as otherwise provided in this subpart, the shareholders entitled to vote shall have the power to adopt, amend and repeal the...
• Section 1505 - Persons Bound By Bylaws
  Except as otherwise provided by section 1713 (relating to personal liability of directors) or any similar provision of law, the bylaws of a business...
• Section 1506 - Form Of Execution Of Instruments
  (a) General rule.--Any form of execution provided in the articles or bylaws to the contrary notwithstanding, any note, mortgage, evidence of indebtedness, contract or...
• Section 1507 - Registered Office
  (a) General rule.--Every business corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same...
• Section 1508 - Corporate Records; Inspection By Shareholders
  (a) Required records.--Every business corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, shareholders and...
• Section 1509 - Bylaws And Other Powers In Emergency
  (a) General rule.--Except as otherwise restricted in the bylaws, the board of directors of any business corporation may adopt emergency bylaws, subject to repeal...
• Section 1510 - Certain Specifically Authorized Debt Terms
  (a) Interest rates.--A business corporation shall not plead or set up usury, or the taking of more than the lawful rate of interest, or...
• Section 1511 - Additional Powers Of Certain Public Utility Corporations
  (a) General rule.--A public utility corporation shall, in addition to any other power of eminent domain conferred by any other statute, have the right...
• Section 1512 - Informational Rights Of A Director
  (a) General rule.--To the extent reasonably related to the performance of the duties of the director, including those arising from service as a member...

Subchapter B.  Shares and Other Securities

• Section 1521 - Authorized Shares
  (a) General rule.--Every business corporation shall have power to create and issue the number of shares stated in its articles. The shares may consist...
• Section 1522 - Issuance Of Shares In Classes Or Series; Board Action
  (a) General rule.--The division of shares into classes and into series within any class, the determination of the designation and the number of shares...
• Section 1523 - Pricing And Issuance Of Shares
  Except as otherwise restricted in the bylaws, shares of a business corporation may be issued at a price determined by the board of directors;...
• Section 1524 - Payment For Shares
  (a) General rule.--Consideration for shares, unless otherwise restricted in the bylaws: (1) May consist of money, obligations (including an obligation of a shareholder), services...
• Section 1525 - Stock Rights And Options
  (a) General rule.--Except as otherwise provided in its articles prior to the creation and issuance thereof, a business corporation may create and issue (whether...
• Section 1526 - Liability Of Shareholders
  (a) General rule.--A shareholder of a business corporation shall not be liable, solely by reason of being a shareholder, under an order of a...
• Section 1527 - Issuance Of Fractional Shares Or Scrip
  (a) General rule.--A business corporation may but shall not be required to create and issue fractions of a share, either represented by a certificate...
• Section 1528 - Shares Represented By Certificates And Uncertificated Shares
  (a) General rule.--The shares of a business corporation shall be represented by certificates or shall be uncertificated shares. (b) Issue of certificates.--Every shareholder shall,...
• Section 1529 - Transfer Of Securities; Restrictions
  (a) General rule.--The transfer of securities of a business corporation may be regulated by any provisions of the bylaws that are not inconsistent with...
• Section 1530 - Preemptive Rights Of Shareholders
  (a) General rule.--Except as otherwise provided in the articles, a business corporation may issue shares, option rights or securities having conversion or option rights,...
• Section 1531 - Voting Powers And Other Rights Of Certain Securityholders And Other Entities
  The power to vote in respect to the corporate affairs and management of a business corporation and other shareholder rights as may be provided...
• Section 1532 - Effect Of Failure To Surrender Securities Converted By Reorganization
  Whenever any outstanding securities of a business corporation are converted into new shares or other securities or property by any merger, consolidation, reclassification, amendment...

Subchapter C.  Corporate Finance

• Section 1551 - Distributions To Shareholders
  (a) General rule.--Unless otherwise restricted in the bylaws, the board of directors may authorize and a business corporation may make distributions. A provision in...
• Section 1552 - Power Of Corporation To Acquire Its Own Shares
  (a) General rule.--A business corporation shall have the power to acquire its own shares. If the articles provide that shares acquired by the corporation...
• Section 1553 - Liability For Unlawful Dividends And Other Distributions
  (a) Directors.--Except as otherwise provided pursuant to section 1713 (relating to personal liability of directors), a director who votes for or assents to any...
• Section 1554 - Financial Reports To Shareholders
  (a) General rule.--Except as otherwise provided in subsection (d) or unless otherwise agreed between a business corporation and a shareholder, every corporation shall furnish...

Subchapter D.  Dissenters Rights

• Section 1571 - Application And Effect Of Subchapter
  (a) General rule.--Except as otherwise provided in subsection (b), any shareholder (as defined in section 1572 (relating to definitions)) of a business corporation shall...
• Section 1572 - Definitions
  The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly...
• Section 1573 - Record And Beneficial Holders And Owners
  (a) Record holders of shares.--A record holder of shares of a business corporation may assert dissenters rights as to fewer than all of the...
• Section 1574 - Notice Of Intention To Dissent
  If the proposed corporate action is submitted to a vote at a meeting of shareholders of a business corporation, any person who wishes to...
• Section 1575 - Notice To Demand Payment
  (a) General rule.--If the proposed corporate action is approved by the required vote at a meeting of shareholders of a business corporation, the corporation...
• Section 1576 - Failure To Comply With Notice To Demand Payment, Etc
  (a) Effect of failure of shareholder to act.--A shareholder who fails to timely demand payment, or fails (in the case of certificated shares) to...
• Section 1577 - Release Of Restrictions Or Payment For Shares
  (a) Failure to effectuate corporate action.--Within 60 days after the date set for demanding payment and depositing certificates, if the business corporation has not...
• Section 1578 - Estimate By Dissenter Of Fair Value Of Shares
  (a) General rule.--If the business corporation gives notice of its estimate of the fair value of the shares, without remitting such amount, or remits...
• Section 1579 - Valuation Proceedings Generally
  (a) General rule.--Within 60 days after the latest of: (1) effectuation of the proposed corporate action; (2) timely receipt of any demands for payment...
• Section 1580 - Costs And Expenses Of Valuation Proceedings
  (a) General rule.--The costs and expenses of any proceeding under section 1579 (relating to valuation proceedings generally), including the reasonable compensation and expenses of...

Last modified: October 8, 2016